Terms and Conditions of Sale

Thursday, 19 May 2011 14:51 | Written by John Pascoe |

Definitions.

For the purpose of these conditions, “Use The Wind Ltd” will be known and referred to as ‘the Seller'.UTW: Use the wind (registered address Trelease Bean, St. Keverne, Helston, Cornwall. TR12 6RF) its suppliers and agentsThe Contract: means the offer for the supply of goods and/or services by UTW in the form of the Quotation, these Terms & Conditions and the acceptance of the offer by the Buyer.The Services: means the Services to be provided by UTW Ltd either directly or through others in accordance with the Quotation.The Goods: means the Goods to be provided by UTW Ltd either directly or through others in accordance with the Quotation.The Buyer: means the person stated in UTW Ltd Quotation. The Specification: means the specifications, performance details or description of any Services, as set out in the Quotation or as subsequently varied by way of agreement in writing between UTW Ltd and the Buyer.The Quotation: means the quotation attached to these Terms & Conditions, from UTW Ltd to the Buyer.Every Quotation or any variation subsequent to the initial Quotation will be subject to these Terms & Conditions. These Terms and Conditions will prevail over any conditions of purchase of the Buyer unless otherwise accepted in writing by UTW Ltd. No variation shall be valid unless committed to writing and signed by both parties. Placing an order signifies your acceptance of these Terms and Conditions.

1. Acceptance of order and Expiry Date.

Orders are accepted only upon the UTW Ltd Conditions of Sale as printed herein unless expressly accepted in writing any qualification of these conditions by the Buyer in whatever form shall not apply unless previously withdrawn. The UTW Ltd quotation expires 30 days after the date thereof. No contract shall be created by the acceptance on the part of the Buyer of a quotation made by UTW Ltd until notice of the acceptance of the order in writing or verbally has been given by the UTW Ltd.

2. Prices.

Orders are accepted only on condition that goods will be invoiced at the prices ruling at the date of despatch. UTW Ltd reserves the right to alter prices without notice to cover variations in the cost of raw materials, labour, etc., or through the Buyers change of design or for any other reason. If variation in price occurs during the currency of an order the price of the un-despatched portion of an order outstanding at the date of such variation in price shall be adjusted accordingly. Credit card payment shall incur an extra charge of 2% on the total price of the Goods.

3. Personnel performing the Services

The Services shall be carried out by suitably qualified personnel.

4. Services

The Quotation is based upon information supplied by the Buyer to UTW Ltd. In the event that information is found to be inadequate UTW Ltd will not accept liability and the Buyer will reimburse UTW Ltd for any extra costs as necessary. The obtaining of any necessary licences, permits, consents, or approvals necessary to enable UTW Ltd to provide the Services to the Buyer will be the responsibility of the Buyer. Nothing in these Terms and Conditions will absolve UTW Ltd of its duties and responsibilities under the law in regard to health and safety.UTW Ltd reserves the right to change specifications and equipment with models of a similar performance.

5. Delivery.

Any date named by the UTW Ltd for despatch or delivery is an estimate only and is not to be of the essence of the Contract. The Buyer shall nevertheless be bound to receive the goods ordered when available. UTW Ltd shall not be liable in any way in respect of late despatch or delivery howsoever caused nor shall such failure to despatch or deliver be deemed to be a breach of the Contract providing all reasonable measures have been taken.

6. Terms of Business.

Unless otherwise stated prices quoted are net and accounts are due for payment monthly for account customers. Non-account customers’ payment terms are immediate payment – no credit facility.Any invoice outstanding beyond this period, at our discretion, will be subject to a surcharge of 15% plus VAT to cover the collection costs incurred. This surcharge together with all other charges & legal fees incurred will be the responsibility of the Buyer & will be legally enforceable. Any debt not paid within 30 days & not referred to in the above will be liable to an interest charge of bank base rate plus 3% starting 30 days from invoice date up until date of payment. This will remain in force up to the time we choose to refer the debt to our solicitors, at which point it will be added to the invoice value. UTW Ltd reserves the right to withhold delivery of any goods purchased by the Buyer until such costs have been paid.

7. Warranty.

UTW Ltd warrants that the Services, and goods, will be supplied in accordance with the Specification and will be free from defects in material and workmanship for a period of twelve months from the date of completion of the Services. The Buyer should advise UTW Ltd in writing of any breach of this warranty within fourteen days of discovering such breach and confirm, in writing, that it wishes to make a warranty claim for rectification of the defect.Any manufacturer’s warranties in excess of 12 months will be honoured by UTW Ltd. UTW Ltd maintains the right to charge The Buyer labour, travel and sundry costs incurred in honouring the manufacturer’s warranties.In the event of a Valid Warranty Claim by the Buyer, UTW shall be entitled (at UTW Ltd's discretion) either to repair or replace the defective part of the Services, and to charge labour, travel and sundry costs for doing so. UTW Ltd shall have no liability to the Buyer in particular in respect of consequential loss.A Valid Warranty Claim excludes wear and tear, accidental damage or damage due to misuse including disconnection during operation, damage caused by exposure to high winds, or gusts exceeding the maximum design speed , or modification without prior written notificationIt is the Buyer's responsibility to ensure that goods are thoroughly checked for damage before signing 'received in good condition'. Failure to do so will invalidate any Warranty. UTW Ltd will not be held responsible for damage where a signature has been received by the courier on delivery indicating that the goods were received in good condition. UTW Ltd requires that in the event of shipping damage, the customer must retain all packaging and goods for inspection by UTW Ltd and/or the courier. Failure to do so will invalidate any Warranty. Damaged goods must be returned to UTW Ltd at the customer's expense if they are to be replaced. No replacement or refund will be granted prior to the outcome of the courier's investigation, and will be dependant on a successful outcome.You will be required to maintain your Goods, and will have to carry out periodic service and repairs on them.UTW Ltd does not and cannot guarantee the energy output from the Goods and Services as this is dependent on local weather conditions outside our control. Any figures quoted are the output of models and are intended as indicative guides only. For more accurate figures it is vital that you carry out your own local weather research and forecasts.

8. Test and Inspection.

Unless otherwise agreed all testing and inspection as required under UTW Ltd's quality assurance system shall be at UTW Ltd's works and shall be final.

9. Reservation of Title.

The risk in the goods shall pass to the Buyer upon delivery but the goods shall remain the Company's property until the goods have been paid for and all other monies owing by the Buyer to UTW Ltd have been made in full and unconditionally. In the event of any re-sale by the Buyer of the goods UTW Ltd's entitlement shall attach to the proceeds of sale so that such proceeds or any claim therefore shall be assigned to UTW and until such assignment should be held on trust in a separate identified account for UTW Ltd by the Buyer.

10. Indemnity.

The Buyer shall take all reasonable care and comply with all legislation in relation to the use processing state and storage of goods and shall indemnify UTW against any claims, demands, expenses, costs or liability which UTW Ltd may incur arising out of or in connection with such use processing or storage or any infringement or alleged infringement of any patent registered designs or specifications supplied by the Buyer or otherwise from the manufacturer of such goods. UTW Ltd will maintain an appropriate level of insurance to meet its legal liability for injury to its own personnel, injury to third parties or damage caused to the property of others in the course of work under the Services to be provided. UTW will not however be liable for any claims, demands, expenses, costs or liability which UTW Ltd may incur arising out of or in connection with sub contractors, or hired equipment. UTW Ltd shall not be liable for any direct, indirect or consequential losses arising from the provision of the Goods or Services, including without limitation any delays, loss of use or loss of profits. We cannot, and will not, be held responsible of any losses, damage to persons or property, injury to persons or animals, or any consequential losses occurring from the use of our Goods or Services. Our Goods should be considered as engineering plant, and as such, should be treated with extreme care and respect when constructing, maintaining and operating them. The Goods contain parts which are sharp, flexible, generally unbreakable, and can cause serious personal injury. The power generated from our Goods can inflict electric shock, burning and serious personal injury, and as such you should treat all electrical parts as potentially lethal, as you would with ‘mains’ electricity found in your house/work. Children should not be allowed to ‘play’ with these Goods, since serious personal injury and even death could occur. Some parts are heavy, and are mounted high in the air where they pose the potential of becoming a ‘falling hazard’ in fault conditions, and as such, every result, efforts should be made to maintain a safe area around the Goods free from people, animals and property. Our Goods should NEVER be run without a load connected. This could result in the Goods breaking, electrocution, personal injury and even death and will invalidate the Warranty. Our Goods require a ‘load’ to be present to operate within their safe limitations, and the importance of this cannot be overstressed. The liability of UTW Ltd shall be limited to the re-performance of the Services, in so far as it is possible, to the extent necessary to remedy any material performance deficiencies provided that the Buyer gives written notice of the deficiencies as provided in the clauses above. UTW Ltd accepts no liability for any effect that drilling, grouting, mounting, trenching or other works may have on foundations, services or structures, and the Buyer should arrange for his other Consultants to provide advice on the potential impact of such works and approve the position and construction of such works. UTW Ltd shall be reliant upon information provided by the Buyer, it’s Architects, Engineers and other contractors and no liability is accepted by UTW Ltd for the adequacy or correctness of such information. In the event that basic design information is not provided by the Buyer and UTW Ltd derives its own figures for the purposes of providing the Quotation, then the Buyer shall be responsible for approval of such figures prior to the production of the final Specification or any subsequent variation.

11. Defective Goods.

Goods represented by the Buyer to be defective or not conforming to contract as specified in the contract order and returned to and accepted by UTW Ltd as such will be replaced as originally ordered, if required, and practicable or will be credited but shall not form the subject of any claim by the Buyer nor shall UTW Ltd be responsible for any transport costs, duty, tax, consequential damages or expenses loss of profit on or any claim arising through resale or any other loss of damage or expense whatsoever or howsoever incurred. In the event that any of the goods are found to be defective owing to faulty workmanship or materials UTW Ltd's liability will be limited to replacing such goods free of charge provided that no claim in respect of defective goods will be valid unless made and alleged defective goods returned within Thirty (30) days of the date of delivery of the goods nor will such claim be accepted as a reason for cancellation of the remainder of the order.

12. Facilities to be supplied on site to UTW Ltd.

Where the performance of the Services includes installation or commissioning of equipment at a site, the following services shall be provided to UTW Ltd free of charge:

Off loading, dry storage and protection of equipment and materials.

Movement of equipment and materials from storage to location of installation.

Protection of partially complete and complete installations.

Free and adequate water supply adjacent to the point of use.

Free and adequate temporary electrical power and lighting at point of use.

Washing and toilet facilities.

Electrical and plumbing connections and the work of other trades including necessary attendance during commissioning.

13. General .

UTW Ltd shall not be liable for any failure in the performance of any of its obligations under this document caused by factors outside its control. UTW Ltd liability to the Buyer for any default or breach whatsoever arising shall in no case exceed the invoice value of the Goods.This document shall be governed by English law.All material supplied by UTW Ltd, be it in electronic or paper form, including website information and pictures is copyright either to UTW Ltd, its suppliers, agents or other party. No reproduction of any of this information, for reward or otherwise is allowed without the prior written consent issued by UTW Ltd.UTW Ltd shall retain the right to share your data with our partner companies, only when required to deliver the requested Services